Current Report Filing (8-k)
May 07 2018 - 3:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 2, 2018
Denali
Therapeutics Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38311
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46-3872213
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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151 Oyster Point Blvd., 2nd Floor
South San Francisco, California 94080
(Address of principal executive offices, including zip code)
(650)
866-8548
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last reports)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this
chapter).
Emerging growth company ☒
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Item 1.01
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Entry into a Material Definitive Agreement.
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On May 2, 2018, Denali Therapeutics
Inc. (the
Company
) entered into a First Amendment to Lease (the
Lease Amendment
) with HCP Oyster Point III LLC (the
Landlord
). The Lease Amendment amends the
Companys existing lease with the Landlord, dated as of September 24, 2015, pursuant to which the Company leased approximately 38,109 rentable square feet of space located at 151 Oyster Point Blvd., South San Francisco, California (the
Building
).
The Lease Amendment provides for approximately 148,020 rentable square feet of space at a
to-be-constructed building located at 161 Oyster Point Blvd., South San Francisco, California (the
Replacement Premises
) to be substituted for the Building under the lease when the Replacement Premises are ready for
occupancy. The Lease Amendment also provides for the term of the lease to be extended by ten years from the date the Lease Amendment commences as to the Replacement Premises, which is the later of February 1, 2019 or the date the Replacement
Premises are ready of occupancy, with one
10-year
option to extend. Base rent will be approximately $0.4 million per month for the first six months following the commencement of the Lease Amendment as to the
Replacement Premises, and will increase to approximately $0.7 million per month in month 7 and $0.8 million per month after the first year, with 3.5% annual increases thereafter to approximately $12.5 million in the final year of the term. As part
of the Lease Amendment, the Company must increase the letter of credit it provided to the Landlord as security under the lease to $1.5 million, and the Landlord must perform the improvements in the Replacement Premises that are agreed upon with
the Company, certain of which (consisting of a warm shell) will be at the Landlords expense and the remainder of which will be at the Companys expense, subject to a tenant improvement allowance to be provided by the Landlord
in the amount of approximately $21.5 million, and an additional allowance that must be repaid by the Company as additional rent in the amount of approximately $4.4 million.
The foregoing description is a summary of certain terms of the Lease Amendment, and, by its nature, is incomplete. It is qualified in its
entirety by the text of the Lease Amendment, which will be filed as an exhibit to the Companys Quarterly Report on Form
10-Q
for the quarter ending June 30, 2018.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 of this Current Report on Form
8-K
is incorporated herein by
reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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DENALI THERAPEUTICS INC.
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Date: May 7, 2018
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By:
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/s/ Steve E.
Krognes
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Steve E. Krognes
Chief Financial
Officer
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